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Exhibit (d)(7)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), dated as of
February 22, 2000, is made by and between First Hawaiian Bank ("Assignor") and
Xxxxxx Street Capital Management ("Assignee") with reference to the following
Recitals.
a. Assignor serves as the Adviser to the Xxxxxx Street Funds (the
"Trust") pursuant to an Investment Advisory Agreement with the
Trust dated March 31, 1999 (the "Advisory Agreement");
b. Assignor has agreed to assign all of its rights and delegate
all of its obligations (the "Assignment") under the Advisory
Agreement to Assignee, as of the date first set forth above;
and
c. Assignee has agreed, that at the time of the Assignment, to
assume all rights and obligations of Assignor under the
Advisory Agreement.
NOW THEREFORE, in consideration of the terms and conditions of the
Agreement and other good and valuable consideration, the receipt of which is
hereby acknowledged, and intending to be legally bound, the parties hereto agree
as follows:
a. Assignor hereby grants, sells, conveys, transfers and delivers
to Assignee all of Assignor's right, title and interest in and
to the Advisory Agreement.
b. Assignee hereby assumes and agrees to perform or to pay or
discharge the obligations and liabilities of Assignor
described in the Advisory Agreement and agrees to be liable to
the Trust for any default or breach of the Advisory Agreement
to the extent the default or breach occurs on or after the
date of execution of this Agreement.
c. This Agreement shall inure to the benefit of and shall be
binding upon the successors and assigns of the respective
parties. It is specifically intended that the Trust shall
remain a beneficiary of this Agreement, and it is hereby
acknowledged that the Trust retains all of its rights under
the Advisory Agreement. This Agreement shall be governed and
interpreted in accordance with the law of the State of Hawaii
without reference to the conflicts of law principles of such
state.
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly
executed as of the date first set forth above.
XXXXXX STREET CAPITAL MANAGEMENT FIRST HAWAIIAN BANK
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxx
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Title: Vice President Title: Executive Vice President
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Date: February 22, 2000 Date: February 22, 2000
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